Throughout this Agreement:
AMBASSADOR DESCRIPTION OF SERVICE
Ambassador is an online platform that manages and creates referral and affiliate marketing programs for businesses. Ambassador pairs Affiliates with Clients using the Ambassador online platform.
MODIFICATION OF SERVICE AND SOFTWARE
We reserve the right to alter, update, or remove our Service and Software at any time. We may conduct such modifications to our Service or Software for security reasons, intellectual property or other legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For example, we may provide updates to fix security flaws, or respond to legal demands. Please note that this is a non-binding illustration of how we might exercise our rights under this section, and nothing in this section obligates us to take measures to update the Service or Software for security, legal or other purposes.
OUR LICENSE GRANT TO YOU
We make our Service available to you through our Site including our referral management Software. When you use our Service, we grant you a, personal, non-exclusive, revocable, limited license to use our Service, access our Site and download or use any Software. You acknowledge that we maintain all right, title, and interest in our Software. This means you may not resell our Service anywhere else, share your license to use our Service with anyone else, reverse engineer, scrape, decompile, modify or otherwise attempt to copy our Service.
USE OF AMBASSADOR
When using our Service, you are responsible for your use of Ambassador, and for any use of Ambassador made using your account. You agree not to access, copy, or otherwise use Ambassador, including our intellectual property and trademarks, except as authorized by these Terms of Service or as otherwise authorized in writing by Ambassador. You agree not to use Ambassador to:
You will not copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping”; You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to Ambassador servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Ambassador grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials); You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site, Software, or Service; You will not take any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; You will not upload invalid data, viruses, worms or other software agents through the Service or Software; You will not collect or harvest any personally identifiable information, including account names, from the Service or Software; You will not access the Site or Service through any technology or means other than those provided or authorized by the Service or Software; You agree not to stalk, harass, bully or harm another individual who uses our Site or Service; You agree not to impersonate any person or entity or misrepresent your affiliation with a person or entity; You agree to use our Software only in a safe manner and in compliance with all laws, you explicitly agree that you will not use Ambassador for any criminal communications or for transmitting any child pornography; You agree that you will not hold Ambassador responsible for your use of our Site or Software; You agree not to violate any requirements, procedures, policies or regulations of networks connected to Ambassador; You agree not to interfere with or disrupt the Site, Software, or Service; You agree not to hack, spam or phish us or other users; You agree to provide truthful and accurate Content; You agree to not violate any law or regulation and you are responsible for such violations; You will not use our Site or Software to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent Content; You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine; You will not upload any Content to our Site or Software that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
If you are discovered to be undertaking any of the aforementioned actions your privileges to use our Service may at our discretion be terminated or suspended. Generally, we will provide an explanation for any suspension or termination of your use of any of our Services, but Ambassador reserves the right to suspend or terminate any account at any time without notice or explanation.
Please be aware that aside from this Agreement you must agree with the terms of the Ambassador Affiliate Agreement. As an Affiliate, you also have additional responsibilities when using our Site and Service; you agree that you will not:
Send spam messages through your use of the Service. Create more than one Ambassador account. Attempt to inflate your commissions by circumventing or otherwise compromising our systems. Collect, scrape, or store data about other Affiliates or Clients. Commit fraud or preform any illegal activities through your use of the Ambassador Service. Post ads on offensive, illegal, hateful, pornographic, or otherwise distasteful websites. Post ads or links in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
We may suspend or terminate your account immediately, if you violate any of these guidelines or we feel that your actions may harm Ambassador.
For any Clients of Ambassador, you must be the authorized representative for your company to enter into this Agreement. Please be aware that aside from this Agreement the Client must also agree with the terms of the Ambassador SAAS Agreement, if applicable.
SOFTWARE AND SITE AVAILABILITY
We do not guarantee that the Software or Site will always be available, work, or be accessible at any particular time. Only users who are eligible to use our Software may do so. We reserve the right to terminate access for anyone. We cannot guarantee that the Software will work as advertised, or that it will give you the desired results.
You agree that you are responsible for all taxes and fees associated with your use of the Ambassador Site and Service. Although we may deduct nexus taxes or other taxes from any fees paid to any Affiliates, you agree that if we do not, you will pay any associated taxes, levies, or fees.
COMPLIANCE WITH ALL LAWS AND REGULATIONS
Ambassador is not responsible for your violation of any laws while using our Site and Service. Users must comply with all local, state, or federal laws regarding your use of our Site and Service. Our Software and Service are void where prohibited.
INTELLECTUAL PROPERTY RIGHTS
The design of the Ambassador Service along with Ambassador created text, templates, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Ambassador, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Ambassador reserves all rights not expressly granted in and to the Service and the Site. You agree to not engage in the use, copying, or distribution anything contained within the Site or Service unless we have given express written permission.
REPRESENTATIONS AND WARRANTIES
OUR SITE OR SERVICE ARE OFFERED “AS-IS”, INCLUDING ANY ERRORS, BUGS OR OTHER TECHNICAL ISSUES. YOU AGREE THAT WHILE USING OUR SOFTWARE OR SERVICE, YOUR RESULTS MAY VARY AND YOU MAY NOT ACHIEVE ANY DESIRED RESULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED. OUR SITE, SOFTWARE, OR SERVICE MAY NOT BE FIT FOR A PARTICULAR PURPOSE AND MAY NOT WORK OR BE APPLICABLE WHERE YOU RESIDE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE REASONABLE SKILL AND CARE INVESTED IN OUR SERVICE, SATISFACTORY QUALITY OF OUR SERVICE, MERCHANTABILITY OF OUR SERVICE OR THAT OUR SERVICE IS NON-INFRINGING. FURTHERMORE, WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR SERVICE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SITE OR SERVICE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. AMBASSADOR IS NOT OBLIGATED TO PROVIDE YOU ACCESS TO OUR SITE AND SERVICE. IN THE EVENT OF ANY PROBLEM WITH THE SITE OR SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE OR SERVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL Zferral, inc. ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM (I) YOUR USE OR INABILITY TO USE THE SOFTWARE, SOFTWARE, WEBSITE OR OUR SERVICES ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE OR SERVICE, (III) ANY INTERRUPTION,MISINFORMATION, INCOMPLETE INFORMATION, OR CESSATION OF TRANSMISSION TO OR FROM OUR SOFTWARE TO YOU, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY, (V) ANY FAILURE OF ANY THIRD PARTY INFORMATION LISTED ON OUR SITE AND SERVICE, INCLUDING ANY FAILURES OR DISRUPTIONS WHETHER INTENTIONAL OR UNINTENTIONAL OR (VI) ANY ERRORS OR OMISSIONS IN OUR SITE OR SERVICE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF OUR SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. YOUR ABILITY TO USE OUR SOFTWARE AND SERVICE IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. YOU AGREE OUR TOTAL LIABILITY TO YOU IS NOT MORE THAN $100 U.S. DOLLARS OR THE TOTAL AMOUNT YOU SPENT WHILE USING OUR SITE, SOFTWARE, AND SERVICE WITHIN THE LAST SIX MONTHS, WHICHEVER IS GREATER.
You agree to defend, indemnify and hold harmless ZFERRAL, INC. its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
your use of and access to the Ambassador Site and Service; your violation of any term of these Terms of Service; your violation of any third party right, including without limitation any copyright, property, or privacy right; or any claim that any of your Content caused damage to a third party.
This defense and indemnification obligation will survive this Agreement and your use of the Ambassador Service. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
Ambassador and its Services may only be used by persons 18 years and older. If you are under 18 please stop using our Site and Software and please do not submit any information to us.
CHOICE OF LAW
This Agreement shall be governed by the laws in force in the state of Michigan. The offer and acceptance of this contract is deemed to have occurred in the state of Michigan.
In event that any provisions within this Agreement conflict with either the SAAS Agreement or the Affiliate Agreement, those agreements shall be controlling and have precedence.
FORUM OF DISPUTE
You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in or nearest to Oakland County, MI If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so. You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Ambassador shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
TERMINATION OF SERVICE
We may terminate or suspend your Affiliate account, or our Service and Software without notice, though we will strive to provide a timely explanation in most cases. Please be aware that if we terminate service, you may be entitled to a refund if applicable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified, make an announcement on our homepage or we may email you. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Site and our Service.
The communications between you and Ambassador use electronic means, whether you visit the Software, Site, or Service or send Ambassador e-mails, or whether Ambassador posts notices on the Software, Site, or Service or communications with you via e-mail. For contractual purposes, you (1) consent to receive communications from Ambassador in an electronic form; (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Ambassador provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
CALIFORNIA USERS AND RESIDENTS
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Ambassador must be addressed to our agent for notice and sent via certified mail to: Agent of Ambassador, 409 S. Washington Ave, Royal Oak, MI 48067. Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Last Updated: 7/26/2013